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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
The Greenbrier Companies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 93-0816972
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035
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(Address of principal executive officers)
James-Furman Supplemental 1994 Stock Option Plan
------------------------------------------------
(Full title of the plan)
William A. Furman
President and Chief Executive Officer
The Greenbrier Companies, Inc.
One Centerpointe Drive
Suite 200
Lake Oswego, Oregon 97035
(503) 684-7000
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Kenneth D. Stephens
Tonkon, Torp, Galen, Marmaduke & Booth
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to be Price Per Offering Registra-
to be Registered Share Price tion Fee
Registered (1) (2) (2) (2)
- ---------- ---------- --------- --------- --------
Common 60,000 $4.00 $240,000.00 $100.00
Stock, shares
$.001 par
value
- -----------------------
(1) This filing registers 60,000 shares of the Company's Common
Stock available for purchase pursuant to the James-Furman
Supplemental 1994 Stock Option Plan.
(2) The fee, calculated in accordance with Rule 457(h) based on the
option exercise price of outstanding options to acquire 60,000
shares of Common Stock, which options have been granted under the
James-Furman 1994 Supplemental Stock Option Plan, would be $82.76.
However, we are submitting the minimum filing fee of $100.00.
=================================================================<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:
(a) The Company's annual report on Form 10-K for the fiscal
year ended August 31, 1995.
(b) The Company's quarterly reports on Form 10-Q for the
quarters ended November 30, 1995 and February 29, 1996.
(c) The description of the Company's common stock, $0.001
par value (the "Common Stock"), set forth in the Company's
Registration Statement on Form S-1, as declared effective on
July 11, 1994 (Registration No. 33-78852).
All documents filed by the Company subsequent to those
listed above pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("DGCL"), the
Company's Restated Certificate of Incorporation (the
"Certificate"), and the Company's Amended and Restated Bylaws
(the "Bylaws"), the Company has broad powers to indemnify
directors and officers against liabilities that they may incur in
such capacities.
<PAGE>
Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of
the Certificate of the Company contains the following provision
relating to the personal liability of the Company's directors:
"No director of the corporation shall be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability, to the extent provided by applicable law, (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
the law, (iii) under Section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation
Law of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of Delaware, as so amended. This Article
Sixth shall not eliminate or limit the liability of a director
for any act or omission which occurred prior to the effective
date of its adoption. Any repeal or modification of this Article
Sixth by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation
existing at the time of such repeal or modification."
Pursuant to DGCL Section 145 and Article Seventh of the
Certificate, Article VIII of the Company's Amended and Restated
Bylaws provides:
"Section 1. DIRECTORS AND OFFICERS.
(a) Indemnity in Third-Party Proceedings. The
corporation shall indemnify its Directors and officers in
accordance with the provisions of this Section 1(a) if the
Director or officer was or is a party to, or is threatened to be
made a party to, any proceeding (other than a proceeding by or in
the right of the corporation to procure a judgment in its favor),
against all expenses, judgments, fines and amounts paid in
settlement, actually and reasonably incurred by the Director or
officer in connection with such proceeding if the Director or
officer acted in good faith and in a manner the Director or
officer reasonably believed was in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, the Director or officer, in addition, had
no reasonable cause to believe that the Director's or officer's
conduct was unlawful; provided, however, that the Director or
officer shall not be entitled to indemnification under this
Section 1(a): (i) in connection with any proceeding charging
improper personal benefit to the Director or officer in which the
Director or officer is adjudged liable on the basis that personal
benefit was improperly received by the Director or officer unless
and only to the extent that the court conducting such proceeding
or any other court of competent jurisdiction determines upon
application that, despite the adjudication of liability, the
Director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, or
(ii) in connection with any proceeding (or part thereof)
initiated by such person or any proceeding by such person against
the corporation or its Directors, officers, employees or other
agents unless (A) such indemnification is expressly required to
be made by law, (B) the proceeding was authorized by the Board of
Directors, or (C) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the Delaware General Corporation
Law.
(b) Indemnity in Proceedings by or in the Right of the
Corporation. The corporation shall indemnify its Directors and
officers in accordance with the provisions of this Section 1(b)
if the Director or officer was or is a party to, or is threatened
to be made a party to, any proceeding by or in the right of the
corporation to procure a judgment in its favor, against all
expenses actually and reasonably incurred by the Director or
officer in connection with the defense or settlement of such
proceeding if the Director or officer acted in good faith and in
a manner the Director or officer reasonably believed was in or
not opposed to the best interests of the corporation; provided,
however, that the Director or officer shall not be entitled to
indemnification under this Section 1(b): (i) in connection with
any proceeding in which the Director or officer has been adjudged
liable to the corporation unless and only to the extent that the
court conducting such proceeding, or the Delaware Court of
Chancery, determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, the Director or officer is fairly and reasonably
entitled to indemnification for such expenses as such court shall
deem proper, or (ii) in connection with any proceeding (or part
thereof) initiated by such person or any proceeding by such
person against the corporation or its Directors, officers,
employees or other agents unless (A) such indemnification is
expressly required to be made by law, (B) the proceeding was
authorized by the Board of Directors, or (C) such indemnification
is provided by the corporation, in its sole discretion, pursuant
to the powers vested in the corporation under the Delaware
General Corporation Law."
<PAGE>
In addition to the indemnification and exculpation provided
by the Company's Certificate and Bylaws, the Company has entered
into an indemnification agreement with each of its directors and
officers. The indemnification agreements provide that no
director or officer shall have a monetary liability of any kind
in respect of the director or officer's errors or omissions in
serving the Company or any of its subsidiaries, stockholders or
related enterprises, so long as such errors are not shown by
clear and convincing evidence to have involved: (i) any breach
of the duty of loyalty to the such entities; (ii) any act or
omission not in good faith or which involved intentional
misconduct or a knowing violation of the law; (iii) any
transaction from which the director or officer derived an
improper personal benefit; (iv) any unlawful corporate
distribution as defined in the DGCL; or (v) profits made from
the purchase and sale by the director or officer of securities of
the Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended. Furthermore, regardless of the
theory of liability asserted and to the fullest extent permitted
by law, no director or officer shall have personal liability for
(i) punitive, exemplary or consequential damages; (ii) treble or
other damages computed based upon any multiple of damages
actually and directly proved to have been sustained; (iii) fees
of attorneys, accountants, expert witnesses or professional
consultants; or (iv) civil fines or penalties of any kind or
nature whatsoever.
The indemnification agreements also require the Company to
indemnify any director or officer who is a party to, or is
threatened to be made a party to, any proceeding, against all
expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the director or officer in
connection with such proceeding, if the director or officer: (i)
acted in good faith and in a manner the director or officer
reasonably believed was in or not opposed to the best interests
of the Company; and (ii) with respect to any criminal proceeding,
the director or officer also had no reasonable cause to believe
that his or her conduct was unlawful. In any proceeding charging
a director or officer with improper personal benefit to the
director or officer, the Company will indemnify the director or
officer if the appropriate court determines that the director or
officer is fairly and reasonably entitled to indemnification.
The indemnification agreements also provide indemnity to a
director or officer in proceedings brought by or in the right of
the Company, as long as the director or officer acted in good
faith and in a manner which he or she reasonably believed to be
in, or not opposed to, the best interests of the Company. If a
director or officer is adjudged liable to the Company, he or she
will not be indemnified, unless the appropriate court determines
that the director or officer is fairly and reasonably entitled to
indemnification.
<PAGE>
Notwithstanding the foregoing, the indemnification
agreements indemnify each director and officer to the fullest
extent permitted by law with respect to any proceeding against
all expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by the director or officer in
connection with any proceeding. The forms of indemnification
agreements entered into between the Company and its officers and
directors have been filed with the Commission and are
incorporated by reference to the Company's Registration Statement
on Form S-1, as declared effective on July 11, 1994 (Registration
No. 33-78852).
The Company maintains directors' and officers' liability
insurance under which the Company's directors and officers are
insured against claims for errors, neglect, breach of duty and
other matters.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed in the Index to Exhibits, which appears
on page II-9 herein, are filed as part of this registration
statement.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(A)(1)(i) and (A)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the above-
referenced provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
[This space is intentionally left blank]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Portland, Oregon, on July 10, 1996.
THE GREENBRIER COMPANIES, INC.
By: /s/ William A. Furman
-------------------------------------
William A. Furman
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints
William A. Furman his true and lawful attorney-in-fact and agent,
with full power of substitution for him in any and all
capacities, to sign any and all amendments or post-effective
amendments to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorney and agent full power and authority to do any
and all acts and things necessary or advisable in connection with
such matters, and hereby ratifying and confirming all that the
attorney and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the date(s) indicated:
PRINCIPAL EXECUTIVE OFFICERS: Date:
/s/ William A. Furman July 10, 1996
- ------------------------------
William A. Furman
President, Chief Executive
Officer and Director
<PAGE>
/s/ Alan James July 10, 1996
- ------------------------------
Alan James
Chairman of the Board of
Directors
PRINCIPAL FINANCIAL OFFICER:
/s/ Larry G. Brady July 10, 1996
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Larry G. Brady
Vice President, Chief
Financial Officer
DIRECTORS:
/s/ Victor G. Atiyeh July 10, 1996
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Victor G. Atiyeh
July 10, 1996
- ------------------------------
Benjamin R. Whiteley
/s/ C. Bruce Ward July 10, 1996
- ------------------------------
C. Bruce Ward
July 10, 1996
- ------------------------------
Peter K. Nevitt
/s/ A. Daniel O'Neal, Jr. July 10, 1996
- ------------------------------
A. Daniel O'Neal, Jr.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
- ------- ------- ----
4.1 Restated Certificate of Incorporation(1)
4.2 Amended and Restated Bylaws(1)
4.3 Form of Indemnification Agreements(1)
5.1 Opinion of Tonkon, Torp, Galen, Marmaduke
& Booth
23.1 Consent of Deloitte & Touche LLP,
Independent Auditors
23.2 Consent of Tonkon, Torp, Galen, Marmaduke
& Booth (included in Exhibit 5.1)
24 Power of Attorney (See Page II-7)
99.1 James-Furman Supplemental 1994 Stock
Option Plan(2)
99.2 Form of Option Agreements
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
- ---------------------
(1) Incorporated by reference to the Company's Registration
Statement on Form S-1, as declared effective on July 11, 1994
(Registration No. 33-78852).
(2) Incorporated by reference to Exhibit 10.23 to the
Company's Annual Report on Form 10-K for the year ended
August 31, 1994.
TONKON, TORP, GALEN, MARMADUKE & BOOTH
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
Exhibit 5.1
July 11, 1996
To the Board of Directors
of The Greenbrier Companies, Inc.
Suite 200
One Centerpointe Drive
Lake Oswego, OR 97035
We have acted as counsel for The Greenbrier Companies, Inc.
(the "Company") in connection with the preparation and filing of
a Registration Statement on Form S-8 under the Securities Act of
1933, covering 60,000 shares of the Company's Common Stock, $.001
par value (the "Shares"), available for purchase pursuant to the
James-Furman Supplemental 1994 Stock Option Plan. We have
reviewed the corporate action of the Company in connection with
this matter and have examined and relied upon such documents,
corporate records and other evidence as we have deemed necessary
for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares
have been duly authorized and, when sold pursuant to the
governing Plan, the Shares will be legally issued, fully paid and
nonassessable. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement.
/s/ Tonkon, Torp, Galen,
Marmaduke & Booth
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Greenbrier Companies, Inc.
Lake Oswego, Oregon
We consent to the incorporation by reference in this Registration
Statement of The Greenbrier Companies, Inc. James-Furman
Supplemental 1994 Stock Option Plan on Form S-8 of our reports
dated November 7, 1995, appearing in and incorporated by
reference in the Annual Report on Form 10-K of The Greenbrier
Companies, Inc. for the year ended August 31, 1995.
/s/ Deloitte & Touche LLP
Portland, Oregon
July 10, 1996
Exhibit 99.2
GRANT NO. JFO-____
STOCK OPTION AGREEMENT
(James-Furman Supplemental 1994 Stock Option Plan)
THIS AGREEMENT is made as of the 14th day of July, 1994,
among ALAN JAMES and WILLIAM A. FURMAN (collectively
"Stockholders"), and ______________________ (the "Optionee").
Stockholders are, and have been for many years, officers,
directors and principal stockholders of The Greenbrier Companies,
Inc., a Delaware corporation (the "Company"). Effective July 8,
1994, Stockholders adopted the James-Furman Supplemental 1994
Stock Option Plan (the "Supplemental Plan") to provide a means by
which selected Employees of the Company and its Affiliates may be
given the opportunity to acquire stock of the Company as
compensation for services heretofore rendered to the Company and
as a further incentive to exert maximum efforts on behalf of the
Company and its Affiliates.
Pursuant to the Supplemental Plan, Stockholders have granted
to Optionee an option to purchase shares of the Company's Common
Stock, par value $0.001 per share (the "Common Stock"), in the
amount, and pursuant to the terms, set forth herein.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants contained in this Option Agreement, the parties
agree as follows:
1. Grant. Stockholders hereby severally, each Stockholder
as to one-half of the shares to which the Option relates, grant
to Optionee, upon the terms and conditions set forth below, the
right and option (the "Option") to purchase an aggregate of
___________ shares of Common Stock at an exercise price of $4.00
per share (the "Exercise Price"), subject to the terms and
conditions of the Supplemental Plan, which are incorporated
herein by reference. In the event of a conflict between the
terms and conditions of the Supplemental Plan and the terms and
conditions of this Option Agreement, the terms and conditions of
the Supplemental Plan shall govern. The Option is a Nonstatutory
Stock Option and is not an Incentive Stock Option, as defined in
Section 422 of the Code.
<PAGE>
2. Term of Option. Subject to reductions in the term of
the Option as provided in the Supplemental Plan and this Option
Agreement, the Option shall continue in effect until July 13,
2002, and may be exercised during such term only in accordance
with the provisions of the Supplemental Plan and this Option
Agreement.
3. Vesting Schedule. The Option may be exercised, in whole
or in part, in accordance with the following schedule:
(a) Until July 14, 1996, (two years after the date of
grant) no shares may be purchased under the Option;
(b) Commencing July 14, 1996, one-half of the shares
purchasable under the Option may be purchased at any time
thereafter until the Option expires;
(c) Commencing July 14, 1999 (five years after the date of
grant) all or any portion of the remainder of the shares
purchasable under the Option may be purchased at any time
thereafter until the Option expires.
4. EXERCISE OF OPTION.
A. Right to Exercise. The Option is exercisable during its
term in accordance with the Vesting Schedule set forth above and
the applicable provisions of the Supplemental Plan and this
Option Agreement. In the event that the Optionee's employment or
service with the Company terminates during the term of the
Option, the exercisability of the Option shall be governed by the
applicable provisions of the Supplemental Plan and this Option
Agreement.
B. Method of Exercise. The Option is exercisable by
delivery of an exercise notice, which notice shall state the
election to exercise the Option, the number of shares of Common
Stock in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and
agreements as may be required by Stockholders, the Escrow Agent
or the Company pursuant to the provisions of the Supplemental
Plan. In addition, Optionee agrees to execute, as a condition of
Option exercise, such agreements respecting the Exercised Shares
as the Committee, in its reasonable discretion, determines to be
required under the terms of agreements to which the Company is a
party or otherwise advisable and in the best interests of the
Company. The exercise notice shall be signed by Optionee and
shall be delivered in person or by certified mail to the Escrow
Agent with a copy to each Stockholder and to the Secretary of the
Company. The exercise notice shall be accompanied by payment of
the aggregate Exercise Price as to all the Exercised Shares. The
Option shall be deemed to be exercised upon receipt by the Escrow
<PAGE>
Agent of such fully executed exercise notice accompanied by such
aggregate Exercise Price. For income tax purposes the Exercised
Shares shall be considered transferred to Optionee on the date
the Option is exercised with respect to such Exercised Shares.
5. CONDITIONS. The obligations of Stockholders under this
Option Agreement shall be subject to the approval of such state
or federal authorities or agencies as may have jurisdiction in
the matter. Stockholders and the Company will use their
respective reasonable efforts to take such steps as may be
required by state or federal law or applicable regulations,
including rules and regulations of the Securities and Exchange
Commission and any national securities exchange on which the
Common Stock may then be listed, in connection with the transfer
or sale of any shares acquired pursuant to this Option Agreement
or the listing of such shares on any such exchange. None of
Stockholders or the Company shall be obligated to issue or
deliver shares of Common Stock under this Option Agreement if,
upon advice of the Company's legal counsel, such issuance or
delivery would violate state or federal securities laws.
6. METHOD OF PAYMENT. Payment of the aggregate Exercise
Price shall be in cash, or upon such terms as shall be mutually
agreed among the Optionee and the selling Stockholder.
7. RESTRICTION ON TRANSFER. The Option may not be
transferred in any manner otherwise than by will or by the laws
of descent or distribution and may be exercised during the
lifetime of Optionee only by Optionee or Optionee's guardian or
legal representative. The terms of the Supplemental Plan and
this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.
8. LEGENDS. All certificates representing any of the
shares of Common Stock subject to the provisions of this Option
Agreement shall have endorsed thereon the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
(b) Any legend required to be placed thereon by applicable
Blue Sky laws of any state.
(c) Any legend required to be placed thereon by any
applicable shareholder agreement.
9. EMPLOYMENT. Nothing in the Supplemental Plan or in this
Option Agreement shall (i) confer upon the Optionee any right
<PAGE>
with respect to continuation of employment with the Company or
any Affiliate or (ii) interfere in any way with the right of the
Company or any Affiliate to terminate the Optionee's employment
(or service as a Director, in accordance with applicable
corporate law, or service as a Consultant) at any time for any
reason, with or without cause.
10. THE SUPPLEMENTAL PLAN. The Option is subject to the
terms and conditions of the Supplemental Plan.
11. DEFINITIONS. Any capitalized term in this Option
Agreement which is not defined herein and which is defined in the
Supplemental Plan shall have the same definition as in the
Supplemental Plan.
12. GOVERNING LAW. To the extent that federal laws (such
as the Code and federal securities laws) do not otherwise
control, this Option Agreement and the Supplemental Plan shall be
construed in accordance with the laws of the state of Oregon.
13. HEADINGS. Headings contained in this Option Agreement
are for reference purposes and shall not affect the meaning or
interpretation of this Option Agreement.
Optionee and Stockholders agree that the Option is granted
under and governed by the terms and conditions of the
Supplemental Plan and this Option Agreement. Optionee has
reviewed the Supplemental Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option Agreement and fully understands
all provisions of the Supplemental Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Committee upon any
questions relating to the Supplemental Plan and Option Agreement.
OPTIONEE: STOCKHOLDERS:
- ------------------------------ --------------------------
Signature Alan James
--------------------------
- ------------------------------ William A. Furman
Print Name
- ------------------------------
Social Security Number
Approved:
THE GREENBRIER COMPANIES, INC.
By:
---------------------------
President
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby
approves the terms and conditions of the Supplemental Plan and
this Option Agreement. In consideration of the Company's
granting his or her spouse the right to purchase shares of Common
Stock as set forth in the Supplemental Plan and this Option
Agreement, the undersigned hereby agrees to be irrevocably bound
by the terms and conditions of the Supplemental Plan and this
Option Agreement, and further agrees that any joint or community
property interest shall be similarly bound. The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for
the undersigned with respect to any amendment or exercise of
rights under the Supplemental Plan or this Option Agreement.
----------------------------------------
Spouse of Optionee
